Seagate 2007 Annual Report Download - page 173

Committee to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on
one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Award is granted, or within the time
prescribed by Section 162(m) and shall otherwise be in compliance with Section 162(m). The Committee shall certify the extent to which any
Qualifying Performance Criteria has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any
Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding
satisfaction of any performance goals, the number of shares of Common Stock issued under or the amount paid under an award may, to the
extent specified in the Stock Award Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as
the Committee in its sole discretion shall determine.
10.2. Adjustments . To the extent consistent with Section 162(m) of the Code, the Committee (a) shall appropriately adjust any evaluation
of performance under a Qualifying Performance Criteria to eliminate the effects of charges for restructurings, discontinued operations,
extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a
segment of a business or related to a change in accounting principle all as determined in accordance with standards established by opinion
No. 30 of the Accounting Principles Board (APA Opinion No. 30) or other applicable or successor accounting provisions, as well as the
cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in
the Company’s financial statements or notes to the financial statements, and (b) may appropriately adjust any evaluation of performance under a
Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs,
(ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or provisions affecting reported results,
(iv) accruals for reorganization and restructuring programs and (v) accruals of any amounts for payment under this Plan or any other
compensation arrangement maintained by the Company.
XI. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.
XII. CANCELLATION AND RE-GRANT OF OPTIONS.
12.1. The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options under the
Plan and/or (ii) with the consent of the affected Optionholders, the cancellation of any outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or different number of shares of Common Stock, but having an exercise
price per share not less than eighty-
five percent (85%) of the Fair Market Value (one hundred percent (100%) of Fair Market Value in the case of
an Incentive Stock Option or, in the case of a Ten Percent Shareholder (as described in Section 5.2 of the Plan), not less than one hundred ten
percent (110%) of the Fair Market Value) per share of Common Stock on the new grant date. Notwithstanding the foregoing, the Board may
grant an Option with an exercise price lower than that set forth above if such Option is granted as
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